Ultimate SeX-Men
by CablesAndCrack
Summary: We re-read the complete Ultimate X-Men series up to Ultimatum. This is the collection of smuts (and thoughts) we came up with. Complete
1. Jean and Logan

**Author's Notes: ****Set during Volume 1, Jean and Logan sleep together then he tells her he joined the X-Men to kill Xavier and she beats the crap out of him**

**Cables' Word of**** Wi****sdom: ****Logan ain't got nothing on good ol' Scott Summers**

**Crack's Word of Wisdom: ****we all wanted to see ****the bits between the scene where Je****an gets into bed with him and the scene where she throws him into the mirror...****  
**

"You sound awfully committed for a guy just hanging around the hotel, spending the professor's plastic" Jean smirked as she eased herself into the bed. "I guess everyone was wrong about you, huh, Mr Wolverine" She felt Logan start to loosen the red robe she had wrapped around her with one hand and pull the covers up over them with the other. "No, Jean. Everyone was absolutely right."

As her robe spread apart beneath him, Logan watched as she was revealed. Her naked body was a sight Logan had been waiting for. Her pale skin contrasted to his darker hairy skin. His lips crashed into hers and they made out intensely; his hands started to roam.

Jean felt a wandering touch passing over her thighs. Then their grip was on her firm breasts. The light pumping he gave her breasts evoked her first moan. Then his hands shifted to her smooth bare ass. She didn't need to be a telepath to know what was coming next. He gave her a hard spank.

All the while, Jean's gentle hands were on his hairy chest, her thumbs lightly rubbing his nipples. Logan could see from the look on her face that this was the bad-boy behaviour she expected from him and, more importantly, she wanted from him. He spanked her harder.

Each spank made Jean cry out then smile or even laugh. Logan was grinning from ear to ear as he gave her one last almighty slap to her tight ass. Then he spun her around. Jean took the opportunity with a smirk and rubbed her butt against his crotch slowly and roughly. Logan growled and she felt a pawing at her inner thigh and she obliged, spreading her legs apart.

Jean stopped rubbing her rear against him and Logan cupped her crotch. His thumb stroked her clit, then he took over the movements of her hips, forcing her waists to start rubbing against his black boxers again. Jean moaned again as he worked her roughly into him. She could feel the bulge in his underwear pressing against her. Then two of his fingers pushed deep into her.

The fingering was intense and Logan took great pleasure in making the skinny redhead whimper and wriggle for him. She had tensed up as his fingers pumped her body up against his. His fingers rubbed against the walls of her vagina and Jean was sweating furiously. "Ready for the next step?" Logan whispered. She nodded and so Logan turned her to face him again. His fingers released her pussy. She didn't need any encouragement as she dragged down his boxers.

Logan's breathing got heavier as her tongue breezed over his penis. "For good luck," she whispered with a cheeky grin. Logan positioned himself above her, then thrust down into her. Jean became a series of moans as he fucked her hard. His hands tightly held hers up by her head as his waist dominated hers.

He was grinding into her with savagery that cavemen would have envied. Her short red hair was plastered to her forehead with sweat as he pounded the 19-year old into the mattress. Jean felt Logan cum and fall down into a heap on her chest. She waited expecting him to catch his breath and start screwing again, he hadn't caused her orgasm yet after all. "Jean," he whispered, "I got something to confess..."


	2. Storm and Angel

**Author's Notes: ****set during Volume 8**

**Cables' Word of Wisdom: ****Be****ndis really sold Storm as a character to me, but I didn't really get Angel until Vaughn's run**

**Crack's Word of Wisdom: David Finch's artwork is pretty awesome**

There was such conviction in Storm's voice that Angel didn't want to sit moping anymore. "People would really listen to you. I mean you sure look like a messenger." Storm was looking at him, searching his face for a reaction. "Or you can go get a job at Burger King..." she muttered.

Warren's eyes finally flickered over to her, setting on her beautiful goddess-like skin. She smiled gently, her hand reaching out and touching the side of his face, feeling his long golden hair. He kissed her.

Ororo was taken by surprise and almost pulled away. Almost. Instead she found her eyes closing and her hands cupping his cheeks as his arms wrapped around her waist. He wasn't wearing much, just blue bottoms and presumably underwear. She was in her tight leather costume, but that didn't cover much of her.

The white-haired Moroccan girl couldn't stop herself as she reached out and ran her fingers along his feathery wings. He didn't mind anymore. He kept planting kisses on her lips as she felt along his wings curiously. Then she ran her hands down his bare angelic chest. Warren was almost trembling at her touch.

He loosened the black and yellow belt around her midriff and watched it fall away. She giggled at his tentativeness. "You're beautiful Warren," she said, stroking his chest lightly. "You're more beautiful," he whispered and she smirked deviously. She lifted her tight black half-top up over her shoulders. He watched eagerly as she dropped the leather bottoms that came with them as well, discarding them with her yellow boots.

Half-naked, in only her underwear, Ororo climbed on top of Warren and dragged off his pants. Warren's briefs were dragged off with them. Warren had never seen a girl with such beauty and such power. Storm licked her lips and unfastened her bra. Then she slid her body down his until her face was level with his penis, and she sucked on it gently.

Warren gasped as her lips pressed on his member and her tongue twirled around it. He wanted to tell her how much he appreciated this, but his body wasn't listening to him anymore. She didn't suck him for long, but enough to leave Warren a speechless wreck. When she pulled away, the smile on her face was enough to indicate what was coming next.

Warren helped her ease off her knickers, then she guided his cock into her vagina. Her breathing deepened. He kissed her again and she smiled down at him. Her hands pressed against his chest, holding him down to the ground, and she started to rock backwards and forwards.

Neither of them could speak as her hips swayed into his. Her vagina was tight around his shaft. Warren gently played with her perfect white hair as she made love to him. Their lips were locked together and her soft hands were rubbing his chest eagerly. They tensed up in unison. Ororo was left gasping as they finished while Warren managed to maintain his breathing at a reasonable level.

"That was..." he started but he couldn't find the words. She simply nodded. Warren stood up and tugged his clothes back on. "Where are you going?" Storm asked, biting her lip gently with a smile. "Home," he smiled as his wings spread and he took off into the sky...


	3. Logan and Storm

**Author's Notes:**** Set during volume 10**

**Cables' Word of Wisdom:****This couple is distinctly the invention of Brian K Vaughn. I kind of ship it now.**

**Crack's Word of Wisdom:****Ultimate Storm is really awesome, particularly when she dresses like trash and stands moodily in the rain**

"Hn, wind's died down again," Logan muttered. "Yeah, lets' see what we can do about that..." Storm leaned towards him and their lips connected.

A faint wind blew past them, waving her white hair through the air and bristling against Logan's bare chest. All he was wearing was a tattered pair of jeans, Gambit had scorched off his shirt earlier. Storm was surprised Logan had any clothes left with the amount of times he got blown up. His muscular hands rested on her hips and her hands slithered around his waist.

Ororo wore a black corset with a transparent shirt over the top and a black skirt, held up by a large belt with the X insignia on. Wolverine lowered her down on the rooftop onto her back. He arched her legs and his hands drifted along her chilled skin. Their lips never parted company as they eased them open and their tongues met, dancing in each other's throats.

His hands slid under her skirt and she was forced to break the kiss apart in a low moan. There was a familiar smirk on Logan's face. She felt one hand gripping her butt cheeks tightly and the other pawing at the front of her knickers. As he rubbed her through the fabric of her underwear, she felt his lips come back down on her, latching onto her neck.

He was forced to drop her ass so his free hand could lift off her shirt as he kissed down her slick skin. He loosened her corset and pulled it away then tore apart her bra. His mouth now pressed onto her right breast and Ororo felt his tongue trickle along it. Wolverine pinched the corners of her knickers and slid them down and out from under skirt.

Her hands lunged for his jeans and yanked them away. Logan grinned. Together they removed his boxers, then he lifted her legs up and spread them apart and inserted himself into her. After a few deep thrusts, Wolverine brought his face back up to hers and kissed her again as he drilled into her.

Her hands were running through his hair with delight as he fucked her. Logan couldn't deny how attractive Ororo was, but even as he pounded into her, he knew there was something wrong. But just as it had been with Jean, that something wrong was so damn alluring. Ororo moaned out as Logan came.

He rolled off her and they both redressed with haste. Logan stood up and glanced out over the rooftops and a smirk played on Ororo's face. She stepped towards and pressed him to her again in another deep kiss. For a moment Logan considered doing it all over again but he forced himself to push her aside.

"Ororo, stop." he begged, "This... this ain't right." Storm's face fell but she nodded: "Or course. Rogue is our priority now. This isn't the time for..." "'Ro, it'll never be time for me and you." Logan cut her off. "What?" Storm demanded. "Kid, I got boxers older than you."

"Logan, I'm the same age that Jean was when the two of you..." She argued but he cut her off again: "That was a mistake. Besides, Jeanie's different. Me and her are both old souls. We got our share of demons." Storm glared at him in disbelief: "Demons? I watched my last boyfriend murdered!" The death of Hank had been the reason for her change in fashion.

"All the more reason you don't need any more misery in your life. Hell, I don't even know whether or not I still got a wife somewhere out there. I..." This time it was Storm who cut him off. "You can't tell me you haven't been feeling what I have, Logan!" She was right, Logan knew that, but he couldn't accept it. "The last few months, the two of us have.." she continued until he silenced her: "Shut up for a second."

He stepped up, sniffing at the air. "Gimme a little nor'easter, will ya?" he asked. "You smell Rogue?"Storm asked in response as she raised her hands and raised the winds. "Nah, day-old crawfish. The Cajun who stole our girl ain't far." He growled. "Gambit? Are you sure he's..." She asked preparing herself for battle. "Go home Storm," he stopped her. "I'll take it from here." And so with so many things left unsaid, Logan leaped forwards off the rooftop and down to the streets below, partly to find his missing teammate, partly to escape from the one he couldn't stop thinking about...


	4. Rogue and Gambit

**Author's Notes: ****Set just before Volume 12. Prequel to the annual**

**Cables' Word of**** Wisdom:**** This couple worked in the Ultimate Universe, I quite like Bobby and Rogue together, but Bobby's so much of a dick that Rogue and Gambit became something I really liked in the few volumes it lasted for**

**Crack's Word o****f**** Wisdom:** **You will never know what the unexpected side-effect is an unexpected side-effect of. Handcuffs make me hot.**

"Unexpected side-effect of our latest hit on the von Struckers, we got no powers for the next few hours. Smile Cherie," Gambit grinned his familiar devilish grin. Rogue touched the side of his face with her naked hand and smiled when nothing changed. "Ah'll do a lot more than just smile for you."

Gambit watched from his position on the bed in his boxers as Rogue stripped herself. The young thief rolled away her shirt and made short work of her skirt. Both his eyes and his grin widened as she removed her bra. She stepped towards him, slithering out of her tight panties.

She crawled onto him and the Cajun stroked her hair lightly. Then she felt handcuffs around her wrists. "Hey!" she cried out but found herself mellowing at his piercing eyes and devious grin. "Quel Dommage," he laughed, Butterflies fluttered in her chest as he kissed her, first on the lips, then on the neck, then the chest, then the abdomen, then the navel, then her vagina.

His tongue dragged along her pussy and her breathing deepened. He loved making her writhe in his grip as his hand possessively roamed her thighs and his mouth pressed into her vagina. She could feel him gently nibbling on her clit. Waves of pleasure soared through her young body.

"So, the handcuffs?" she asked as he released her vagina. His hands kept rubbing at her thighs. "Every good thief should have experience wit' 'cuffs," he grinned, "Of course, I would never let my little Maid Marion fall into the hands of the authorities so I thought I'd better give you that experience myself." Rogue felt a smirk form on her face: "Ah admire your nobility, my dear Robin Hood."

"It is one of my better traits," Gambit admitted with a shrug and she tensed up as his hand passed over her entrance again. "Alongside modesty, and sexual brilliance," he teased. She laughed and he caught the laugh on her lips with a kiss.

Whilst on her thighs, his hands had gently spread her legs apart. Now he was lowering his boxers and she could feel the nervous beat of her heart, threatening to rip out of her chest. His hands gripped her forearms, that there were held up over her head by the handcuffs. She felt his hips rock into hers.

Rogue was uncontrollable as they made love, her legs waving wildly in the air as he thrust into her harder and harder. Her southern body shuddered with pleasure at each increase in force Gambit made. Within minutes her body was bouncing up and down on the bed as he screwed her. His playful but loving fucking was accompanied by the kisses he showered her in. Sometimes his lips would target hers, but often they chose other parts of her body.

Rogue was a wild wreck as Gambit came in for the final stretch. Her breasts got a good tongue-treatment and he rubbed his hands up and down her helpless arms. Then she felt his arms pull away from hers and the touch of his hands was applied to her butt.

Her ass was given a good hard groping as he nailed her relentlessly until he harshly shoved her pelvis upwards into his descending hips just as he finished in her. He slumped down on top of her, his head nuzzled against her cheek. She found the smell of his long brown hair comforting as she lay trapped beneath him, breathing hard.

"You know," Remy smiled, "We got ages until our plane lands, and ev'n longer until our powers return." Rogue's ears picked up. "Are you saying you've got more to teach little ol' me about handcuffs?" she whispered. "There are a few more tricks for you to see," the Cajun admitted. "Then when we land in Vegas, with the time we have left, you can show me what you've learnt." She whimpered with anticipation as she thought. "Whatever you say, prince of thieves," she grinned.

"You know Marian," he was talking but she wasn't concentrating, she was distracted by the fantastic things he was doing with his hands. "I got a feeling that this job we're pulling in Las Vegas is goin' be something real special..."


	5. Bobby and Kitty

**Author's Notes:**** Set at some point between Volume 11 and Volume 13, when Kitty and Bobby and kind of together. **

**Cables' Word of Wisdom: **** I feel that Ultimate Kitty never really got her time to shine until after Ultimatum  
**

**Crack's Word of Wisdom: Reading through, I realised that Ultimate Bobby became a real dick.**

"You did awesome out there, Bob," Kitty complimented Iceman as she snuck into his room. "Thanks Kit," he grinned, sitting on the edge of his bed, "We showed those Brotherhood rejects who's the best," he added. She sat down on the bed next to him and smiled. He put his arm around her.

She shivered. "Cold?" he asked as he leaned in and kissed her, "let me cool you down." She laughed. Since Rogue had left, effectively dumping Bobby, things had been strange between Bobby and Kitty. One second they were at each other's throats, the next they were making out in the attic. At first he'd blamed her for Rogue leaving, especially since they had kissed just before Rogue went off with Gambit, and had put a hold on any possible relationship. But they'd soon learned to be friends again.

Now, they weren't in a serious relationship and Kitty wasn't sure that Iceman wasn't still carrying a torch for Rogue, but they weren't opposed to the occasional hook-up. Kitty was pretty sure she was the most eager for anything more from their relationship. "You just need to chill out," he whispered in her ear as he lay her down on his bed and she laughed again.

His hands were cold as he lifted off her purple vest but she was used to that. They had a sort of routine for this stage of the night. Now that Bobby had taken off her shirt it was her turn. She rolled his white t-shirt off. His move, he worked off her blue shorts with a grin. She unfastened his jeans and tossed them away.

He held her tightly to him and his hands rubbed up her back until they found the strap for her bra. Kitty's bras were no longer just for show now that her body had matured, and Bobby had been particularly pleased about that the first time they'd done this. He gave her small boobs a light squeeze as she prepared for her next move. She pulled away his boxers in one swift movement and his cock stood upright. He raised an eyebrow and she giggled.

Bobby got the last move as he slid off her small knickers carefully. "Checkmate," he grinned. She kissed him likely, "To the victor go the spoils," she whispered and he grinned. "So you'll give me a blowjob then?"

Kitty was happy to oblige and rolled off the bed. Bobby looked down to find her on her knees in front of him. Sitting on the bed with his legs dangling on either side of Kitty's face, Bobby grinned with excitement. She took the shaft of his penis in both hands and pressed the head to her lips. Bobby moaned out. Kitty may have lacked Rogue's sweet southern accent and the white streak in her hair but the cute little brunette had charms of her own.

Bobby watched her head bobbing up and down on his pelvis and decided to give her a helping hand. He cupped her head in his hands and pushed her down further on his erect penis. Shadowcat relinquished herself to him and allowed him to control the blowjob. Kitty found her head pumping up and down on his penis deeper and faster.

Then he lifted her up and bent her over the end of his bed. He gave her ass a light grope and grinned: "I'll claim this next, Kit-Kat" "I'm not a chocolate bar," she protested with a laugh. "You taste as good as one though," Bobby grinned down at her. Before she could protest any further, he thrust his hips into her rear and she let out a high-pitched moan.

Kitty knew that Bobby liked to be in control but she also knew that if she wanted to, she could easily take back that control. She never did though, because in the bedroom, she didn't mind if Bobby got a little drunk with power.

Bobby's hands held Kitty's tightly as he fucked her over his bed. His cock pushed in and out of Kitty's tight ass with relative ease. She was wailing out with each thrust he made but she wasn't in any discomfort. In fact, she was loving it as he nailed her butt. Bobby felt himself tense up and his eyes flicked shut as he shot into her. She moaned out even louder.

As Bobby collapsed onto the bed he felt Kitty's gentle fingers weaving around his dick again. "Looks like I win," she smirked. "And to the victor go the spoils..." He grinned back as she kissed him.


	6. Kurt and Dazzler

**Author's Notes: ****Set just before Volume 13, prequel to Volume 15. I felt Nightcrawler's crazy obsession needed some justification as it kind of comes out of nowhere.**

**Cables' Word of**** Wisdom:**** In Volume 15, Nightcrawler goes insane because he's 'lost' his two best friends (Angel has been expelled, Colossus has come out as gay), he's fallen in love with comatose Dazzler, and he's still traumatised by his time with Weapon X in Volume 2. Basically, Robert Kirkman hates Nightcrawler. Yes, Kirkman's also responsible for Ultimate Xavier being in love with Jean. Kurt becoming king of the Morlocks in Volume 17 was actually quite cool though**

**Crack's Word of**** Wisdom:**** Nightcrawler is Cables' favourite character. He does not like Ultimate X-Men Annual 2.**

Alison Blaire was always the kind of girl who liked to play around. No matter what she did, she always seemed to end up in the kind of situation she was now with Kurt Wagner tied to her bed. She had a thing for accents, Colossus hadn't been interested so Nightcrawler was the next logical step. The fuzzy blue elf's devilish appearance was just a bigger incentive to her.

She had a couple of drinks and decided to make the demon-boy hers. That was why she now had Kurt tied to her bed in his briefs. She'd given him a little show, stripping down to her underwear in front of him. Now she was kneeling at the foot of the bed, stroking the bulge in his underwear.

His breathing was uneven, riddled with gasps, and she pressed her thumb against his crotch and stroked her fingers along it. She loved to tease and taunt. She wondered how much more he could take before he broke down and begged her to screw him. From the look on his face he was going to try and hold out for a while.

She kissed his crotch then released it and leant back. With a naughty grin on her face, Dazzler unhooked her bra and dangled it in front of him. His eyes were firmly focused on her breasts though. "I bet you wish you could give these a good feel," she taunted as she fondled her own breasts, "Then you could rip off my little panties and fuck my brains out too." For a moment Kurt looked like he would beg for her, then a sly grin crept onto his face.

"Vish I could?" he repeated with a raised an eyebrow. Then there was a bamf and the room was briefly filled with orange smoke. "I can," he muttered from behind her as one hand slid under her shoulder and around to her chest, groping her left boob fiercely, and the other placed itself on the panties she mentioned and rubbed her clit, feeling how wet she was.

Dazzler knew she'd chosen the right toy to play with as he groped her. His blue hands scurried around her tanned and tattooed skin. The hand at her crotch slipped beneath her panties and gave a gentle rub to her vagina before he tore away those knickers. "I've never been fucked by a smurf before," she smirked. Nightcrawler bared his teeth with a glint in his eye: "I assure you, I am much rougher than a smurf..."

He pushed down his own underwear and rammed her into the wall where he slammed his cock into her pussy. She cried out with lust as he pounded into her. Despite his appearance, the elf had always seemed like a kind soul, this was the first time Ali had seen a darker side to him, and she was glad she'd found it.

"Vhat made you long for me to fill your loins, Ali?" he asked as he screwed her hard. "Bad boys make me hot," she called out as he rammed into her for the last time. He felt her tense up with orgasm and that prompted him to join her in ecstasy.

"So I'm your bad boy then, ja?" he grinned. "Sure," she shrugged as she caught her breath, "But don't get too many ideas, Warren's still my good boy, this was just a onetime deal," she kissed him. "Thanks for the memories elf," she grinned, gathering her clothes up and striding out of the room with a triumphant smirk. Kurt simply sat there staring after her, a possessive determination starting to glaze over his eyes...


	7. Xavier and Mystique

**Author's Notes:**** Set before the series, prequel to Volume 13**

**Cables' Word of Wisdom:****Mystique does nothing in the series**

**Crack's Word of Wisdom:****I hate Xavier.**

Xavier and Mystique lay naked in their bed, Raven straddling Charles' waist. Her smooth blue skin was perfect, her red hair dangled down in front of him and her yellow eyes pierced into him. Her hips were swaying into his with a precise rhythm. "Oh Charles..." she was moaning as she rode him back and forth. The bed shook beneath them.

"It must be fun being a telepath," she whispered, "You get to see everyone's darkest fantasy's." Charles smirked slightly. "I didn't need to be a telepath to see yours," he replied. She smiled naughtily. The dirty blue-skinned woman kept screwing him as she spoke. "Being a shape shifter's quite fun too though," she continued, pleased when her hips finally evoked a groan from him. "I get to _be_ everyone's darkest fantasy."

Charles raised an eyebrow and said nothing. Her grinding into him came to a stop and she stroked his chest. "I can be yours Charles..." she whispered. "I doubt it," he muttered. "Erik told me you had a wife before all of this," she smirked and her body started to change. The blue skin transformed into the image of Moira MacTaggert. Charles said nothing.

Mystique kept stroking him and her hands started to travel a little further down his body. "This form not get your motor running anymore. "What about your dirty little redhead then," she smiled devilishly as Moira MacTaggert turned into Jean Grey. "You go to see her in the asylum every week..." Raven purred. "I'm helping her learn to control her powers so she can return to the normal world," Xavier protested but he was visibly tenser in her grasp now. Her hands curled around the shaft of his penis and smiled at how hard it was.

"Are you sure that's the only reason?" she grinned, lightly rubbing his penis with her slender fingers. Jean Grey's cheeky smirk filled Xavier's vision. "I'm sure," he grunted. "Fair enough," Mystique laughed returning to her normal blue form, a little relieved.

Raven slid down his chest and her red lips became level with his hard penis. Then she shifted again. "How about your new student?" she asked as she became Emma Frost. "You're quite fond of the little blonde aren't you..." she whispered and her tongue breezed across the head of his dick. He groaned out. "We have a winner!" Mystique declared triumphantly.

She stood up and bent herself over the end of the bed. Charles sighed and stood up. He walked around to behind her and gripped her hips. "Charles," she murmured, "Do me a favour and fuck me real hard. I want to hear Emma Frost scream..." There was a bitterness to her voice as she spat out the name of Charles' student.

Charles didn't respond verbally but rammed his hips into her rear. Mystique cried out as he pounded into her relentlessly. Mystique hadn't known what she was getting herself into and in moments she was wailing out desperately. Xavier hoped no-one could hear them, or they would mistake the moans for Emma's. He hadn't been sure this game was a good idea at all.

That said, there was a reason that he was playing the game. He was slamming his penis into Mystique's tight ass because, despite all appearances to the contrary, he really enjoyed these little games of hers. He had to pretend he didn't though, for her sake. He slammed into her ass and she buckled beneath him, tumbling forwards into a heap on the bed.

She reverted to her blue form and got up on all fours and pointed her butt up in the air. "Spank me professor," the mutant cooed mockingly. Xavier smiled and did as instructed. It was all for her sake that this was just a game, because he couldn't let her know that she was right. He couldn't let her know that his wife, the teenaged redhead girl in the asylum, and the prissy blonde student of his, _were_ his darkest fantasies. And she was just a means to an end.


	8. Polaris and the Summers

**Author's Notes: ****Set before the series, prequel to Volume 13. Polaris dated both Scott and Alex before finally choosing Alex**

**Cables' Word of Wisdom:****Crack is a weird girl**

**Crack's Word of Wisdom:****Polaris is a slut. I don't see how you can choose douche-Alex over Scott, but dating both of them is weird anyway. Still, threesome.**

Lorna Dane was the kind of girl that wasn't afraid to have a little fun, particularly with the Summers brothers. Scott and Alex were both cute and well-built. That was how she ended up lying on her bed with a shirtless Summers boy on either side of her. She'd been toying with both of their hearts, unsure which to pick, but now, for tonight at least, she didn't have to choose.

Scott's arms were wrapped around her shoulders and he was kissing at her neck, nibbling lovingly at her flesh while Alex had both of her legs in his hands and was rubbing them passionately. All she was wearing was a pair of pyjama shorts and a tight vest. Alex, the older brother, was laying kisses along the inside of her legs and Lorna found herself whimpering slightly. Scott was easing the straps of her vest off her shoulders.

Scott continued to roll away her vest until her modest rack of boobs was revealed and his hands cupped the round breasts. Alex, not to be outdone by his younger brother, pressed a kiss to the crotch of her damp shorts, then pinched them and tugged them away.

Lorna felt her leg lift and Alex pulled it over his shoulder. His mouth descended onto her vagina and she moaned out. Scott gripped her breasts a little tighter and she felt the bulge in his underwear pressing against her. She smiled and her hand travelled down his body to his underwear and slipped inside. Scott's breathing increased as she stroked his erection eagerly. All the while, she found herself moaning as well due to Alex's licking at her clit.

Scott's head was pressed against Lorna's flowing green hair, although the glasses he wore meant he could hardly tell there was anything unusual about her hair. Lorna's fingers curled around the shaft of Scott's penis and he had to stop himself from gasping. Alex's blonde head bobbed up and down on her pussy, but the scowl on his face told her that he was jealous of his brother. "Don't worry blondy," she purred, "I have two hands."

With that, the green-haired girl lifted Alex's head up to be level with hers and her free hand disappeared into his underwear. Both Summers were now in her control. Alex was always less controlled than Scott and she found him making far more amusing noises than his younger brother. Both brothers took a tit each and pleasured it. Alex used his mouth as his instrument once again while Scott continued to utilise his hands.

Suddenly, Lorna pushed them both away and they fell back on the bed, onto her backs. She licked both of their boxers in turn then removed the underwear. Their cocks stood upright at equal length. She moved them into appropriate positions. Her mouth closed around Alex's penis as Scott's pushed into her ass.

Scott wasted no time thrusting into her ass, having quickly overcome his usual shyness. Lorna sucked on Alex's dick passionately, swirling it around her mouth. Alex lay there, lost in a string of previously unheard noises. Scott was slamming into her butt with confidence now, and Alex had gripped her cheeks, guiding her sucking and licking.

This was fun while it lasted but Lorna soon chose to swap things around. Now Scott found himself pinned down to the bed with the beauty ravishing his penis while Alex was given control of her ass. Alex immediately pounded into her rear, pushing her deeper onto Scott's penis. This formation made more sense as Scott was the kind of guy who would want her to take control while Alex was always looking for an excuse to cut loose on her.

Alex emphasised her point by spanking her lightly while Scott moaned out when her tongue rolled over his balls. The only problem which Lorna could find was that the night would have to end at some point, and she would have to make a choice. She just hoped she chose the right boy.


	9. Sunspot and Emma Frost

**Author's Notes: ****Set during Volume 13**

**Cables' Word of Wisdom: ****Emma Frost ****gets bitchier each time she appears **

**Crack's Word of Wisdom: ****Sunspot, in the ultimate universe, does nothing.  
**

"Power down Roberto" Emma Frost ordered and he did as he was told. "Only students who've passed our Advanced Leadership Workshop are allowed to participate in off-campus community service missions."

"Ma'am, I'm not a math prodigy. I got powers! I can help!" Roberto DaCosta protested but it was half-hearted. The green-haired student, Lorna Dane, had already made him go a little weak in the knees when he arrived with her teasing nature and cheeky smile, and now that she was gone, he was with the hottest teacher he had ever seen. There was no way he wanted to get kicked out of this academy. "Come along son," she smiled, putting her arm around his shoulder and guiding him towards the main school building, "You're a bright young man, but you still have much to learn..."

The tour seemed to fly past and Roberto couldn't remember anything about it except the smell of Miss Frost's hair. Now they were in his office and she was instructing him to take a seat. She untied her hair and let it fall down and took off her glasses, placing them on her desk. Then she planted her hands on her desk and leaned over towards him. "Is there anything you'd like to say Roberto?" she asked with a knowing smile. For a moment Roberto wondered if she was telepathic, but then he remembered she'd said her power was to turn her skin into a crystal like substance.

"No ma'am," he said quickly. She smirked. "Please, Miss Frost is fine," she said. "Okay ma'am, I mean, Miss Frost." He turned red with embarrassment but she kept on smiling. "So, nothing you'd like to say then?" she continued. He shook his head. "Is there anything you'd like to do instead?" she leaned towards him a little further. "Umm... I don't understand..." he managed to say.

"I am aware that teenagers have hormones and desires. I believe the mind is better focused in class if these desires are fulfilled prior to them. You may have noticed when you arrived that many of the students were watching young miss Lorna Dane. I encourage her to help them work out those feelings during the school year, and I believe it is a role she enjoys, despite her commitment to her boyfriend, Mr Summers."

Roberto gulped nervously, "I wouldn't mind... I mean... She was nice..." Emma smiled knowingly once more. "I'll talk to her and see what I can arrange for you Mr DaCosta." Thank you Miss Frost." he grinned, his confidence growing. He really _really_ didn't want to get kicked out of this academy.

Suddenly Frost was sat on the edge of her desk, her legs dangling on either side of Roberto, giving him a clear view up her blue skirt. "Perhaps in the mean time," she whispered, "We could work on your desires for me..." It only now occurred to Roberto just how obvious it must be to women like Miss Frost when their students were imagining them naked. "I'm always happy to work..." he whispered back.

Emma smiled at her model student as she pulled him up out of the chair and onto the desk with her. His shirt quickly found itself on the floor. He reached out and gently squeezed her boobs through her jumper, as if testing to make sure this wasn't some kind of trick. It wasn't.

He took a moment to play with her breasts, gripping and tugging eagerly, like a child plays with a brand new toy. "Roberto," she muttered, "You can take my clothes off..." she tried to explain. Roberto decided she made a good point and pulled off her blue jumper. Then he yanked off her blue skirt. Then he grabbed her coat from the back of her chair and handed it to her. She raised an eyebrow. "You look good in white," he tried to explain, going bright red in the face.

Emma was used to unusual requests and was more than happy to wear the coat. Roberto stripped himself down to his underwear and positioned himself above her. Emma usually liked to be in control for sex, but this wasn't love, it was work, and teenagers, particularly the boys, liked to be in control themselves, so she let them have what they needed.

He pushed down her bra and groped her huge breasts much harder now. The White Queen lay contented beneath him as he tugged on her large boobs. Then he gripped the elastic on her underwear and pulled the knickers down. She gave him a helping hand with his boxers and gave his erect cock a little stroke for good luck. He was gasping for breath as she pulled his hips to hers.

Robert DaCosta thrust into her as hard as he could. She leant backwards on the desk and he straddled her waist, pounding into Emma Frost's pussy with all his might. The blonde teacher's body bobbed up and down with his and her breasts were heaving as he nailed her to her desk. His lips crashed into hers as he kissed her, then he licked at her bouncing boobs like a puppy.

He couldn't last any longer and Emma felt him cum. She gave him a moment to catch his breath then wriggled out from beneath him and redressed. "I hope that's sorted that itch out for now," she stated. "Miss Frost..." he said, realising how aroused he got when he called her Miss Frost, "... Do you do this for all your interviews?" he asked nervously.

Emma Frost smiled and trailed a finger down his chest. "Of course not Roberto," she explained, "Just a couple of the girls usually," she winked. Roberto's eyes widened with imagination. "So... why... I mean... Why me?"

Emma kissed him on the cheek and headed to the door. She opened it and waved him out and he reluctantly shoved his clothes back on. Emma knew how aroused the boys got when she was a bitch: "Because Mr DaCosta, you looked really desperate." Then she shut the door.


	10. Jean and Scott

**Author's Notes: ****Set during Volume 14. Scott and Jean are out on a date that starts to go badly...**

**Cables' Word of Wisdom:****Ultimate Cyclops was my favourite character during the original run, but started to decline in quality as the series went on. Kirkman did some good stuff with him though, and Coleite's was quite good for Scott moments too.**

**Crack's Word of Wisdom:**** Professor**** Xavier is a jerk! XD**

"For the leader of the X-Men, you are a total coward around me! I have to ask you to make every move you've ever made on me. I'm sick of it. It's just stupid, Scott. I'm psychic, I know you like me. I know you want me. I don't know why you can't just take that extra step. Is it nerves? Is it fear or rejection? Because if that's the case let me tell you this... I've read your mind. I know every single thing you want to do to me. Everything. There are exactly two things I wouldn't do. Two. The rest is fair game."

Jean's face softened, her red hair still blowing in the breeze. She lifted her hand to Scott's chest caringly. "So in the future, please be just a little spontaneous." Scott didn't react. "Please," she repeated.

Suddenly, he grabbed her around the waist and pulled her towards him and kissed her on the lips with all his might. Her arm curled around the back of his head returning the kiss with joy. "Well?" Scott asked with a triumphant smile as they broke apart. "It's a start," she smiled back.

He grabbed her wrist and started to run, dragging her after him: "C'mon! We're leaving." "What where are we going?" "Back to the mansion. You want spontaneous - you want me to take charge? You got it." "What about dinner?" Jean laughed. "Forget it - we'll pick something up on the way," he called back.

Back at the mansion Scott backed into the door to his room, the love of his life pressed against him in a tight green half-top and a cheekily short blue skirt. "Do you think anyone heard us come in?" she asked him. "Who cares?" he responded, his face fallen slightly: "Jean, this is hard for me. You don't want me to be repressed. You want me to take charge, to not be so timid around you. I'm trying... but you're not making this easy." he explained. She smiled. "Sorry. Understood. I'm putty in your hands, Mister Summers." "Shut up and kiss me." Their lips reconnected and Jean's mind sent out: "I hope this new you sticks around Scott. I could get used to this."

He pushed her gently into his room and she pulled away his shirt, just as she knew he wanted her to. Her legs lifted off the ground and wrapped around his waist. One hand remained on the small of her back while the other placed itself on her thigh, both were rubbing gently as he lowered her onto his bed.

The hand on her thigh travelled up and under her skirt. Jean moaned as he eased off her panties and his hand rubbed at her vagina. She felt him start to finger her slowly but deep. He kept that up until he could tell she was satisfyingly wet.

Scott trailed a finger over her body from head to toe, feeling the lines and curves lf her neck, chest, pelvis and legs. Then he positioned himself above her and unzipped his trousers. Jean was breathing heavily, more than ready for this. His hands pushed up beneath her top and gripped her breasts. He thrust down into her.

His hard cock pushed into her vagina and Jean moaned out. He squeezed her boobs roughly. The redhead telepath couldn't believe the evolution Scott had been through since the beginning of the night. He pounded into her and groped her tits forcefully. He was fucking her without restraint and Jean was glad.

Her arms and legs were wrapped around him, egging him on as he screwed her hard. The bed shook beneath them at the force of his thrusting. He dropped her breasts and gripped her ass instead, pushing it up towards him. He grinded their hips together hard enough to make her moan out again. His face was pressed cheek-to-cheek against hers and he was engulfed in the smell of her gorgeous red hair.

The mutant mistress was wailing with pleasure as he came to a stop and finished within her. Jean lay there, panting, beautiful as ever. He rolled off her and they both curled up in balls opposite each other, their faces level. "Well? What do you think of the new me, Jean? Assertive, demanding, decisive... is it everything you'd hoped for and more?" he asked with a knowing grin. The noises she'd been making during their love-making implied a yes. "You're getting there, Scott. Let's see if it lasts past tonight and I'll give you a full evaluation in a month or so."

Jean uncurled and lay on her back, her breasts heaving with every breath she took. Scott took a moment longer then uncurled himself. "So, two things?" he asked with a smile. She nodded: "Everything else is fair game." His hand trailed along her legs and under her skirt again. Her face contorted to prevent a moan as he rubbed her. "Everything?" he asked for clarification. She grinned. "Everything."


	11. Bobby and Rogue

**Author's Notes:**** Set during Volume 14. Rogue and Bobby are the only ones around in the mansion...**

**Cables' Word of Wisdom:**** After Miller's run, when Bobby was with Rogue was the only time I actually liked the character at all. I thought Rogue getting Gambit's powers was a really interesting idea that would have fitted the Ultimate Universe well. It's a shame it didn't last very long.**

**Crack's Word o****f Wisdom: ****Ultimate Rogue is cute ;)**

Rogue and Iceman sat in his room at his computer laughing uncontrollably. "Oh man! That one with the monkey was hilarious!" Bobby laughed. "Ah like the one with the guy surfing on the truck the best!" Rogue wiped a tear of laughter from her eye. Bobby's laughter stopped and he turned to stare at her: "Huh, more than the monkey?" "Yeah," she responded. "Stop It!" She cried out suddenly, crunching her eyes up and turning away, "You were staring at my eyes, weren't you?"

"Yeah I think they're cool. Exotic-looking or something. I like them." he admitted with a smile. Since Rogue had absorbed Gambit's powers and returned to the X-Men, her eyes were now a permanent shade of red. "Really? They don't creep you out?" she asked uncertain, placing a hand on his shoulder. "Nope. Not even a little bit. You're as pretty as ever." he smiled with a slight blush. "Really?" she blushed. Bobby felt her thumb pressing against his neck. "Wait, Rogue, your hand... your powers..." He tried to find the words. She grinned, not noticing her hand starting to glow.

"Thos ain't muh powers, anymore... since ah absorbed Gambit's abilities..." she leaned forwards and kissed Bobby gently on the lips, her hand still on his shoulder, "...ah can touch anything." Bobby smiled, then he noticed his shirt glowing, the charge having passed from Rogue's hand. "Uh, Rogue?" he wheeled back on his chair in shock and fell backwards, his cap falling off. "Oh God! Bobby, it's gonna.." she tried to warn him but it was too late. "Ulp!" Bobby declared, turning to ice as he landed on the floor and his shirt exploded.

"My shirt..." he grinned sitting up, slightly dazed. "Saves me the trouble of taking it off!" Rogue grinned leaping forwards. She landed on top of him, her legs straddling his waist and her chest pressed tightly to his. Her arms were placed on either side of his head, and his cautiously came to rest on her hips as her mouth locked onto his.

Rogue kissed him passionately and they both knew what they were going to do. "Just so you know. I.. um... I've never done this," Bobby lied. "Me neither," Rogue smiled with equal treachery. Then their lips reconnected and Bobby's arms wrapped around her neck. He could feel his legs arching with anticipation, trying to hide the bulge in his pants.

"So wait, like your powers, the leech ones. They're not going to kick in like in the middle of this, are they?" Bobby asked nervously. "No, Bobby. They're gone. Ah absorbed Gambit's powers and now those are the only powers I got." She reassured him. "Cool," Bobby declared resuming their kiss. Then the ka-klik of a door interrupted them again. "What was that? I thought we were the only ones here." Bobby sat upright, with a worried look on his face.

"Relax. Magneto wouldn't sneak back into the mansion and quietly close a door. It's probably just Kitty sneaking Spider-Man into her room." Rogue grinned, placing a hand on his naked torso and pushing him back onto the floor with surprising strength. "Now C'mere." She kissed him then yanked off his jeans. There was no hiding the bulge in Bobby's underwear now. Rogue licked her lips with a smile.

Bobby lifted her off him and carried her to his bed. He dropped her onto the mattress then set about stripping the southern beauty. She was laughing as he tore away her short shirt and trousers. He twirled a white strand of her hair around his finger as he allowed his eyes to wash over her body, eyeing her underwear.

She made the first move, unlatching her bra and letting it fall away. Bobby stared at her boobs with an unhealthy lust. He squeezed them together tightly and pumped them into her chest causing her to squeal with delight. They were both equally determined to give their dance partner the night of their lives.

Then he peeled away her tight knickers and she moaned out as he rubbed her crotch. She tore away his boxers with passion and he gasped uncontrollably as she wrapped her nimble fingers around his penis. His cock hardened further.

Although he was on top, Bobby was frozen and helpless as she mercilessly worked his dick with her hand. She said nothing, simply devouring his agitated breaths. Then she guided him towards her entrance. His penis slid gently into her and this time, it was her turn to gasp.

He grinned, retrieving control of the situation and started to lightly thrust into her. Rogue was propped up against his pillow as he thrust into her. He wasn't rough or hard, the rocking of his hips remained consistent and gently.

Their arms were flung around each other and their breathing was a harmonious string of gasps and breaths. When he ejaculated into her, he pulled her body as tightly into his as he could and they both moaned out together.

Bobby caught his breath and pushed himself out of the bed, it was dark now as he redressed. Rogue chose to snuggle up in his bed, pulling the covers over herself. "So, Rogue, what now?" he asked as he pulled up his jeans. "I guess I sneak back to my room without being spotted Bobby. I may try to practice my card throwing - although I'm already pretty good. You'd be surprised by how much I've picked up from Gambit just by absorbing his powers. I can already do most of the stuff he's done." she said, gently playing with her tousled brunette hair. "I'm even more acrobatic now," she added with a wink. Bobby felt himself getting horny again.

"No, I mean what now between us?" he swallowed as he asked the question. "Well, I guess we're an item again, silly," she smiled. He a silent smile gratefully floated onto his face. She rolled the covers away from her naked body as he stepped towards her. "You're such a loser," she giggled.


	12. Kitty and Magician

**Author's Notes:**** Set in Volume 15. Kitty gets to know the new guy...**

**Cables' Word of**** Wisdom:**** The Magician arc was actually quite cool, its just a shame Kirkman didn't take a bit more time on it, and felt the need to screw over Nightcrawler**

**Crack's Word of**** Wisdom:**** Gingers _can_ be hot. It all depends on the ginger. Also, I'm starting to get a crush on Kitty.**

"You did good out there, new guy," Kitty smiled. "Thanks," Magician grinned. She sat down in the seat next to him on the X-Jet and twirled a strand of her brunette hair around her finger, "Maybe you could show me a few of those moves sometime. Lord knows I could use some improvement in my fighting. What do you say?" She asked, her eyes washing over him. "You've twisted my arm," he laughed, "Anytime Kitty. Just say the word." Kitty grinned triumphantly, standing up and pacing back to her seat. "Don't you have a boyfriend already?" Bobby laughed, causing Rogue to smirk. "Shut up," Kitty waved a hand at his face irritated.

The plane landed at the mansion and the ramp fell down. Magician was the first one out but Kitty was close behind, running after him. "Think you might have time for those danger room sessions today?" she called over to him. "I mean, I don't, but I could make time, y'know... if you were interested," she placed her hand on his shoulder. "I could go for that. I barely broke a sweat during the mission," Elliot admitted. "Show-off," Iceman muttered behind him.

"Sweet!" Kitty grinned, "Come find me in my room when you're ready." With that, she skipped away. Elliot was smirking, and his eyes followed her out of the room.

Magician didn't knock when he reached her door. Instead he just pushed it open and stepped inside. Kitty had her back to him and was wearing just her underwear. The beautiful teenage mutant was bent over her bed, choosing from the clothes spread across it. She jumped when she heard Elliot whisper 'hey' in her ear.

"Elliot!" she protested, "I wasn't ready, you should I knocked, I mean..." she stopped the string of sentences escaping from her mouth when he put an arm around her waist. Kitty's breathing hastened and her eyes closed as she felt his lips press into the side of her neck. "You wanted to work on your moves?" he whispered. "I'll work anything you want me to..." she moaned out.

His hand slithered up her thigh and to the tight panties clinging desperately to her body. His hand cupped her crotch and his thumb gently rubbed provoking another moan. Kitty was trembling and sweating uncontrollably in the redhead's firm grasp. His rubbing of her vagina became more vigorous and her moaning followed.

His free hand slowly marched up her back until the fingers landed on the clasp of her bra. He savoured the sweet smell of her spotless skin. In mere moments she had become soaking wet, and Elliot was loving that. Magician tore away her bra aggressively and lowered Kitty onto her bed. He clicked his fingers and his own clothes disappeared, his erect cock pointing towards her.

He straddled her waist and edged forwards on her chest. He gripped her modest boobs and pressed them around his penis. She moaned out even louder as he started to fuck her chest, the tip of his cock tapping her chin repetitively. Her tits were squeezed tightly into his shaft and he was tweaking her nipples hard. Then she felt him drop her boobs and grip the sides of her head. He repositioned her slightly so his cock was thrusting not into her chin, but straight into the lower half of her face.

He gave her a sharp spank and she gasped out in shock. When her mouth opened for the gasp though it was silenced by his penis sliding inside. Kitty was grinning, and on another spank's instruction, she sucked gently on his penis. Magician knew what he wanted to do with his little KittyKat, and it was more than just a blowjob, but this was a good warm-up.

He lightly thrust his hips forwards down her throat to keep her on her toes. Kitty was enjoying being face-fucked. His cock filled her mouth and her lips pressed tightly around his shaft. Then he pulled back with a smirk. He yanked off her knickers and spun her onto her front then brought her up onto all fours. "I'm going to fuck your hot ass..."

She protested but he silenced her with a harsh spank. She continued to resist and scrawl and writhe in his grasp but he wouldn't let go. Her protests faded with each slap to her rear. Partly, she was spanked into submission, partly she was aroused enough to want him in her ass now. She gasped as he pushed a finger into her butt.

She let out a high-pitched wail as his fingers pumped her ass. The fingering was brief, meant only to get her ready. She was much more eager when he finished fingering, but her useless resistance was a turn-on for both of them so she kept up her groans of denial and wails of protest.

He gave her another spanking just to make sure she was ready, then he slammed his cock into her ass. She shrieked as he pounded her ass mercilessly but she couldn't help but laugh and giggle with ecstasy between the shrieks. Fucking her doggy-style made Magician want more. He spanked her and groped her relentlessly and then he yanked her head back by her pretty brown hair. "I want to hear you scream," he admitted.

When he said it, it wasn't vicious or commanding, more... embarrassed. Kitty was going to make him work harder for his wish. "Fuck me harder then," she panted, and he did. Eventually he spanked her so hard that she couldn't help but scream out his name. He grinned, making the sweating mess of an X-Men scream out for him again and again with spanks and rubs and squeezes and thrusts. They weren't screams of pain or fear, Kitty was screaming out for more in lust and desperation.

Elliot could hardly believe his luck as he nailed the writhing brunette beauty into her bed with force that even Wolverine would have to respect. Magician may have been some kind of Superman but Kitty was nowhere near and had several orgasms throughout the fucking. It was with a spank and yank of her hair that Kitty orgasmed for what felt like the 100th time, and it was the noise she made when she did that finally set Elliot off.

His warm juice shot into her and he pulled back. She wrapped her fingers around his dick and guided it to her face. It trickled over her and into her waiting mouth. The insatiable teenager was already starting to jerk him off. "Kitty," he moaned out. "So about that danger room session," she giggled. "I bet they have some interesting programs we could try out," he grinned.

Kitty and Elliot found they had been screwing for so long that the X-Men had been out on another mission and were only just returning. "Elliot and I are going to the Danger Room. Anyone want to join us?" Kitty greeted them. It was a courtesy, she already knew how they would answer, if she hadn't she wouldn't have asked. "I've got an X-Box that's suffering from neglect right now, so no, I'll be taking a pass." Bobby smiled. Rogue's arms wrapped themselves around his shoulders and Kitty could see from the look in her eyes they would doing more than just X-Box. "X-Box? Sounds serius. Let me help with that..." she winked.

"You're on your own, Kitty. The thought of following up a workout with another workout never really played well to my mind," Logan grunted. "I'm more in the mood for a beer." Logan was always more in the mood for a beer. Cyclops seemed to be glaring silently at Elliot, but it was hard to tell with his visor. "Elliot, I'm afraid you too, will be sitting this one out. We need to talk," Professor Xavier's voice called from behind them. Flanking him was Nick Fury, his arms crossed and a trouble expression on his face. "I think you know why..." Xavier added.


	13. Dazzler and Angel

**Author's Notes:****Set during Volume 17, after Nightcrawler's breakdown happened in Vol 15.**

**Cables' Word of Wisdom:****I wasn't sold on Dazzler and Angel when they were introduced in Bendis' run, but I came to love them both during Vaughn's arcs. Damn you Ultimatum!**

**Crack's Word of Wisdom: Dazzler is one bad-ass chick. Also Angel literally never seems to be wearing a shirt in the earlier stuff.**

"Alison?!" Warren cried in disbelief as he opened the door to find his formerly comatose girlfriend. "Oh, man! I'm so happy to see you. Colossus has told me all about everything that happened to you - what Kurt did... Come here!" He eagerly pulled her into a warm embrace and Dazzler allowed herself to rest her head against his chest. "I tried to get your address, I couldn't find you. I've been searching online to see if your band was doing any gigs. I was searching everywhere," He held onto her tightly.

"#&%$. Calm down, War," she interrupted. "I didn't want you to find me. I, uh... I was a little mad at you for not coming to my rescue with Kurt. Which is stupid, you couldn't have known. I just wanted you there. I was being a girl. I'm over it now." She explained. Warren beamed, his wavy blond hair trailing down the sides of his face. "I'll be mad about that later - right now, I'm just so glad to see that you're okay. Did you just come here to see me?" Alison knew Warren well enough to know he wasn't going to be mad at all later.

"Pretty much," she smiled, "But I do have an agenda. You want to join the X-Men?" Warren's brow furrowed at her question. "Sure," he said slowly, "But I thought Scott disbanded them. That's what Peter was saying. And uh... I thought you were done with all that?" Dazzler slumped down on a chair and crossed her arms. "Scott's not involved - this is a new team. Seems like good people, though. And my band's broken up. I've been couch-surfing from friend to friend and frankly I'm bored. You in?"

"If you're in, I'm in," Warren was practically leaping from foot to foot with joy, like an eager puppy. "Cool," Dazzler shrugged, "Pack your crap and let's get out of here. This place is too much like a high school - gives me the creeps." She started for the door then paused and turned to face her angelic boyfriend again. "Want to have sex first?" she asked non-chalantly. Warren grinned, having missed this, "Absolutely," he grinned.

Warren laughed as Dazzler slammed him down onto his bed and tore at his clothes. His vest was discarded, followed by everything else he had been wearing. Then she straddled his naked waist and simply sat there for a moment, rubbing his bare chest with her thumbs. He watched as she peeled away her own tight white vest. She wasn't wearing a bra, presumably for Warren's benefit.

Her tits hung in front of Warren's face. His tongue ejected and licked at the tips of her nipples. She moaned gently. He reached down and unbuckled her belt. She wore her jeans low so Warren could already see most of her knickers anyway, but he still took the trouble to roll off the baggy blue bottoms.

She always loved to see Angel naked. His body was muscled and toned, and his feathery wings never failed to arouse her after that one dark Tuesday night... She helped him ease away her black knickers and then started to roll her hips into his.

Dazzler was a kinky girl who enjoyed playing up the bad girl and good boy dynamic between them. Warren was used to the various crazy ideas her dirty mind thought up to try out but they hadn't seen each other in so long now that this wasn't one of those times. This was pure and simple, and Warren found he actually preferred it that way. Feathers, Belt Buckles, Booze and Costumes were all fun, but sometimes it was better to just make love.

Warren bucked beneath her and Dazzler giggled. She kept rolling her pelvis against his, humping gently. Warren rubbed her body in the places he knew from experience sent the best sensations through her body. Her sides were massaged, her thighs soothed and her back pleasured. As his hands worked miracles on her unholy body, Ali felt her legs devolve into a sprawling mess of limbs. He rolled her onto her back and took over the consistent thrusting.

Warren had really gotten good at sex since he and Dazzler starting getting together. She felt her body being tamed by his as he slid in and out of her, fucking her gently but strongly. He pinned her arms up by her head and kissed her on the lips passionately. She moaned into their kiss as her orgasm began. Damn, she usually lasted longer than that. The look on Warren's face told her he didn't mind though and he soon followed her.

They lay there, their limbs entwined. "I love you Ali," Warren spoke quietly. "...I love you too War," she whispered back. They smiled and the heavy breathing youngsters wrapped themselves up in each other's arms and started to make out again.


	14. Scott and Rogue

**Author's Notes: ****Set during Volume 19**

**Cables' Word of Wisdom: This scene was very unexpected but I liked it**

**Crack's Word of Wisdom: Rogue and Scott. If Kitty was there too it would be like my dreams...**

Scott Summers sat by the window watching as Colossus went blindfolded out to meet the Banshee dealer. "If the man wanted company, he woulda invited you out," a familiarly sweet southern voice singsonged from behind him. "This is my first drug deal, Rogue," Scott replied. "I'm a little..." he stopped himself, "I mean... aren't you? A little?" She smirked at his awkward nature. It was amazing how different he was outside of the field, how much confidence grew in him only for the moment when they needed it. "No I finally feel... Once you take it, you, of all people, you'll understand."

Scott turned away from the window to look at Rogue. On Banshee, Rogue looked different. It wasn't just the metal skin and feathery wings she'd copied from Angel and Colossus, she looked like less of a youngster, more of a country girl with a penchant for fun. "Understand what?" he tried to ignore the way she was running her hands through her hair, as if posing for him. "You and I. We're the same." she stepped towards him with a mischievous smirk.

"Both of us are totally screwed." He swallowed at the way she said 'screwed.' "Our abilities control us. Banshee gives us what we've always needed." "And what's that?" Scott found himself face to face with her, the white streak in her hair waving just in front of him. She grinned and kissed him, her arms flinging around his neck. As she pulled away, the borrowed skin and wings faded away to reveal the old Rogue's sweet smelling skin. "Why'd..." he swallowed, "Why'd you do that?" he asked at last. "Because I can." she grinned.

The cheeky grin on her face with the naughty glint in her eye reminded Scott of Jean back in the first days of the X-Men, before all this, before the Phoenix. He missed that side of Jean that had seemingly been sacrificed for the power and life incarnate of the Phoenix. There were unique aspects to Rogue that charmed him as well though, the cute tiny dimples on her cheeks and the flowing white streak breaking the brunette flow of her hair.

Scott loved Jean, he really did, but the moment he was in now was so perfect, so beautiful, that nothing could stop them from being together, just for that moment. Without a word, fuelled only by base instinct they reconnected their lips and Rogue back Scott up into the wall.

It was easy to see why Rogue was interested in Scott as she pulled at his costume. The tight black leather accented his strong physique well and he was better built than any of the other X-Men except perhaps Colossus. Cyclops' awkward shyness was charming while his tactical commanding nature on the battlefield was fuelled by the kind of confidence and general badass-ness that could make any girl go weak in the knees for him.

Scott could feel Rogue already ripping away his clothes but he kept his own hands under control for the moment, cupping her cheeks and getting lost in the kiss. His mind was blank of any though except attraction. Her body pressed tightly against his and Scott realised that he was already down to his boxers. He got to work on her.

Rogue moaned gently as she was stripped to her underwear also, the green fabric of her costume lying discarded with his black one. She took great pleasure in pulling away her gloves as she knew they were no longer necessary now that Banshee ran through her veins. Perhaps the heightened sexual arousal she was feeling right now was a side effect of this; if it was, she couldn't wait to see what Scott was like when he took some.

Since she had hooked up with Gambit and Iceman, Rogue had grown to like getting down and dirty, but she knew Scott was took straight edged for any of that, not even a little spanking. It didn't mean she couldn't do stuff to him though... She dropped to her knees and pulled away his boxers with her teeth.

Scott knew that what they were doing was wrong but that only made it feel even more fantastic when her lips met his penis. Her hands gripped his erect member and worked it into her mouth, her hands running up and down the shaft. She sucked on it roughly and Scott groaned, his eyes blaze beneath his visor.

The hot little Rogue ravished his cock, her tongue twirling it around her mouth eagerly. The passion of the blowjob was something Scott hadn't felt in a long time. Her head, hidden beneath a mop of brown and white, bobbed up and down with astounding enthusiasm.

Scott would have kissed her if her lips weren't already occupied, so instead, he simply placed his hands on the back of her head and gave her a hand with the fantastic blowjob. When she finished sucking him off, she got back to her feet and any doubts Scott had, vanished. He wanted her so bad now.

He was naked, so it was only fair she was naked. With that thought in mind, Scott unstrapped her bra. She squeezed her breasts tightly together teasingly, egging him on. Scott gripped her thighs and lifted her up, pressing her up against the wall. Her legs wrapped around his waist instinctively. "Oh Scott," she moaned gently as his fingers brushed against her vagina, lowering the last barrier between them away.

Her underwear discarded, Rogue closed her eyes and felt Scott start to screw her. His cock pushed into her pussy and he thrust lightly into her. She looked content as he thrust into her but Scott wanted her to be more than content, so he picked up the pace. Rogue and Scott deteriorated into gasping wrecks as he pounded into her with speed and strength to rival any superhero's.

She called out his name several times, lust pumping around her heart even more than the Banshee was., and he always grunted back hers in passionate response. He pounded into her like a beast, and Rogue showed her appreciation with kisses and rubbing. Overtaken with desire and encouraged by her wandering hands, Scott spun her around and started to thrust into her ass instead. Rogue laughed as he banged her into the wall, nailing her hard.

Rogue could see why Jean was so fond of her Cyclops, he was a fantastic lover. She had no doubt that this was in part from the practice he got with the fiery redhead. His hands retaliated for Rogue's earlier wanderings and she felt the tips of his fingers rubbing her clit, fingering her pussy. His cock pushed in and out of her tight ass forcefully and neither of them was sure how much longer they could last.

The anal fucking stopped suddenly as Scott realised he was close. He pulled out and spun her around again. Rogue could see that the control and determination of Cyclops had taken over from the cute nerves of Scott Summers. He eased himself back into her vagina and she realised she was close to orgasm too. Their bodies pushed as close together as they could get and they linked their lips.

In that instant, they reached their climaxes, both of them gasping out in unison. The moment faded and was replaced by heavy breathing and a pool of sweat. Scott forced himself to his feet and quickly redressed himself. Rogue took no such efforts. Instead she pranced over to him and the feisty trickster girl wrapped her arms around his shoulders, rubbing the blades soothingly, in a way that said to Scott, we're not finished yet, not by a long shot...

Minutes later, after Colossus had returned and Cyclops had faked a Banshee injection, the Banshee X-Men boarded the jet they were commandeering from the mansion. Scott's always undying commitment and concentration to the voice of Jean Grey, his red-headed goddess, was shattered entirely as she shouted at him about who was and wasn't on Banshee, when he saw Rogue boarding the plane.

He couldn't pay any attention to Jean when Rogue turned her naughty little head towards him and winked.


	15. Logan and Rogue

**Author's Notes: ****Set during March on Ultimatum, in the aftermath of the Banshee incident in Volume 19**

**Cables' Word of Wisdom:****Ultimate Wolverine is fairly awesome most of the time. Ultimate Rogue has a distinct aura of sexiness. As a result, this was great fun to write**

**Crack's Word of**** Wisdom:**** Wolverine smoked cigars in the first couple of volumes. Now he appears to start wearing a hat. Rogue's white streak of hair gets bigger and bigger all the time. In the Ultimate Universe at this stage, it's basically a white fringe.**

Logan sat in the shade of a tree on the grounds of the Xavier mansion. His hat was dipped over his eyes and his arms crossed beneath his head. "Wolverine? Logan?" Rogue called out to him. "I feel like you're avoiding me," she stated as she approached him, tousling her hair with her hand. "That's probably because I'm avoiding you," he muttered. "I need to apologize to you. I need you to understand..." she started.

A pair of claws popped out of her hand with a snikt and she kept her fingers tightly held in a fist. Logan's eyes were level with her bare midriff, where her black half-top stopped. "The drug, Banshee, it gave me control takin' powers and I could touch people - I could touch..." she tried to explain. "By the looks of those claws, you've got some residual junk left in your system. Go out and enjoy it. Find yourself a boy-toy." He snapped, leaping to his feet, his hat falling off.

She smirked. "Why do you think I found you..." she pushed him back up against the tree and kissed him. Rogue had really grown up since she joined the X-Men. When she'd first signed up, Logan had thought of her as a kid sister. Now she was closer in age to Jean or Ororo, when Logan had been with them.

His heart beat faster and his brain screamed at him to stop. Then it stopped screaming and reminded him he only lived once, even if that life was a damn long one. Might as well enjoy it. He wrapped his arms around her bare waist and sat back down, pulling her onto him. He watched as she retracted her claws.

She lay there on his lap and moaned as he trailed his hands over her young body. They passed the bare flesh of her midriff and moved on past her navel. They eventually found a resting place on her crotch. He rubbed the crotch of her loose jeans and her moans grew louder. Her southern accent always became more prominent when she was distracted, and Wolverine barely recognised her voice when she called out his name in lust.

Logan unzipped her jeans and forced his hand inside, rubbing her panties now. She was soaking wet and he could easily feel her clit through the damp fabric of her underwear. As she moaned in his arms, her back was leant against his chest and her hands were under her shirt, groping her own breasts. Logan watched intoxicated as she fondled and squeezed her breasts for him. His hand movements became more rapid inside her jeans.

His fingers pumped in and out of her vagina with speed and she was already a moaning wreck of flesh and sweat. He brought his hands up along her chest and cupped her cheeks, kissing her gently. Wordlessly, he lifted her shirt off and kissed her boobs, held tightly in a bra. Then he dragged off her jeans and lifted her up, pressing her into the tree.

Her legs wrapped around his neck and his mouth pressed into her knickers. Her moans were thunderous as he nibbled on her, tasting her wet underwear. His tongue and lips were devouring her vagina and her knickers were soon torn away.

She was just as wet beneath her knickers and Logan's mutt-like lapping on her didn't change that situation. His hands gripped her thighs tightly, rubbing against her tanned flesh. Rogue saw him pop a claw of his own and found herself wondering about the intense fingering you could get from one of those but quickly pushed away such dangerous thoughts. With the metal claw, Logan cut her bra in two and watched it fall away. "You look good nude, Rogue," he commented with a bestial smirk.

He gripped her ass tightly, and pushed her pelvis as hard into his mouth as he could. Rogue began to spasm as her orgasm came and Logan dropped her. Rogue fell with a thud to the ground and giggled. He reached to unclip his belt with the intention of screwing her to a second orgasm but Jean's voice sounded in both their heads. "Wolverine. Rogue. I need you back at the mansion now!"

Logan sighed and picked up his hat, placing it on Rogue's head as a souvenir then shoved his hands into his pockets and started to walk away. "Logan?" she called after him, "We can't just leave this!" Logan turned to her, a sorrowful look in his eye. "That's what my whole life has been," he stated and turned away again, marching back to the mansion. "Leaving."


End file.
